NORTHROP GRUMMAN CORP /DE/
Shareholder Proposals
Item 4
Require the Board to separate the Chair and CEO roles and appoint an independent, non-executive Board Chair.
The proposal asks the Board to adopt a formal policy (and amend governing documents if necessary) to ensure the roles of Board Chair and Chief Executive Officer are held by two different people and that the Chair be an independent director. It requests the Board be allowed to appoint a temporary non-independent chair while an independent Chair is sought and suggests the policy could be phased in at CEO contract renewal or the next CEO transition. The proponent argues an independent Chair would provide impartial oversight, strengthen accountability, mitigate conflicts of interest, and enhance shareholder confidence. The proposal cites recent operational and market challenges in 2025 (including a program charge, lowered guidance, and a major contract loss) as rationale for changing the leadership structure.